I Am Carnage

Ch.10

Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.


"So what are you trying to do?"

Tyrone's voice echoed throughout the empty warehouse and snapped Carnage out of his thoughts. He looked away from the targeting dummies that lined the wall of the building to look over at the teenager. Tyrone was sitting on a nearby empty create staring at him. Tandy was digging through a create looking for something to swipe. Lounging on a couple of boxes away from her was Black Cat.

The thief was flipping through a magazine that talked about museums, their priceless pieces, and the history that was attached to the artifacts. Black Cat had called it a shopping catalog, and the fact that she had been gushing over a small cat statue covered in gold from Egypt made Carnage think that she was going to be stealing it soon. Tandy let out a loud sigh as she held up a pot of white stuff.

"Why are there so many freaking jars of paste in this place?"

Black Cat just turned a page of her magazine and said "This place used to belong to Frightful Four once upon a time ago. I guess they left behind a lot of the Trapster's junk when they abandoned it."

"Didn't that guy used to go by the name of Paste Pot Pete?" Tyrone asked.

"He did back in his early days, but he changed it after people kept picking on him for it." Black Cat said.

The girl smiled slightly as she said "It's a good thing too. Can you honestly see yourself trembling in fear from hearing the name Paste Pot Pete?"

"Worst super villain name ever." Tandy said as she set the jar to the side and continued to dig through the box.

Tyrone shook his head before he asked once again "So Carnage what are you trying to do?"

"I'm trying to figure out my powers." Carnage said as he returned his gaze back to the dummies. "I really want to have a good handle on them that way I can be ready next time I go up against someone like the Lizard."

Carnage tilted his head slightly to the side as he created a tendril and stared at it.

"I got a good grasp of my powers, but I really want to see what else I can do by experimenting with my powers for a bit."

"And do what exactly?" Tyrone asked.

"Well, I can make spikes, but I wonder if I can make other weapons that I can fling at people."

"Like what sort of weapons?" Tyrone asked.

"I don't know." Carnage confessed. "I haven't thought of anything yet."

"Swords and knives probably wouldn't work for you." Tandy said as she pried another box open.

"He could make shields and start flinging them around like Captain America." Black Cat joked with a slight smile.

"Who is Captain America?" Carnage said.

"A really patriotic looking superhero who uses a shield as a weapon." Tandy said. "He's the leader of the Avengers."

"Avengers…?" Carnage said slowly.

"Remind me to sit you down in front of an Avengers documentary one of these days." Black Cat said as she flicked through another page of her magazine.

"They are a superhero group." Tyrone says with a slight smile.

"Like those weird guys who keep attacking me?" Carnage asked with a frown.

"Yeah, like them." Black Cat said. "In fact you should probably avoid the Avengers. They work with SHIELD."

"Just like your weird superhero group." Tyrone added.

"They aren't mine." Carnage grumbled.

"No, they belong to Spider-Man." Black Cat said without looking up from her magazine.

"Although now that we are speaking of them I have to wonder if they even have a superhero group name." Tandy said.

"I don't think they do. What would they even call themselves anyway?" Black Cat asked.

"Spider-Man and his amazing friends?" Tandy suggested.

"I think that's just as bad as the Paste Pot Pete name." Tyrone deadpanned.

"Hey, I never said I was good at coming up with names. You were always good with names." Tandy said with some slight annoyance. "You were the one who first suggested the Cloak and Dagger names to me."

Tyrone just rolled his eyes and promptly decided to ignore the name conversation in favor of looking back over at Carnage.

"So weapon ideas?" Tyrone asked.

Tandy grumbled something about it being rude to just drop out of the conversation like that while Carnage just shrugged. He honestly couldn't come up with anything good.

"What about an axe?" Black Cat suggested.

"An axe?" Carnage said in confusion. "

Sure, I don't see why it can't work." Black Cat said as she held her magazine out toward Carnage.

"Could you make any of these axes?" She asked as Carnage approached her.

The axes in the magazine were all weapons and tools from various time periods and places. Some were big, some were small, and some were double bladed. A few of the axes were decorated with designs crafted into the very metal of the weapons while others were as simple as they could possibility get. However, for the most part the blades of all of the axes were the same or at least similar in design.

As Carnage studied the pictures in the magazine he slowly said "I think I could make an axe like the ones in this magazine."

"Well, why don't you try it then? If you can't make it or if it doesn't work out like how you want you can at least say that you gave it a shot." Tandy said.

Carnage nodded before he walked back over to the training dummy. Once he was standing in front of the wooden figure Carnage took a deep breath and tried to form in axe with his tendrils. It was a bit harder to do then just making a spike. Spikes were easy to make. For the most part they weren't any different from a normal tendril. You just had to make the end a nice sharp spike and that was pretty much the end of it.

You needed to do quite a bit more to make an axe shape. It took a bit of focus and time, but eventually Carnage was able to create the axe. It was quite a bit larger than what a spike would be, but double bladed axe that he crated looked just as sharp. Carnage stared at his creation for a few seconds before he flung it at the dummy. The axe went flying through the air, but it shifted a bit off of the path that Carnage had wanted it to follow. Still, the loud thwack sound that echoed through the warehouse when the axe slammed into the dummy's head was the most satisfying thing that he had ever heard.

He walked over to the dummy and attempted to pull the axe out of the dummy's head. However, the axe was firmly lodged into the wood and it would take quiet of bit of Carnage's strength to pull it out. Carnage decided to leave it where it was and instead decided to study the weapon that he had created. It hadn't hit quiet at where he was aiming, but a little bit of practice would fix his axe throwing skills. Some practice would probably help him learn how to get less deadly results too. Carnage started to grin as he looked over at Black Cat.

"Cat, you're a genius. Thanks to you I think I just found my new weapon."

"I'm happy to help." Black Cat said.

"Good for cleaving people's heads." Tyrone said.

"Yeah, I'm going to have to practice so I won't have as deadly results." Carnage said as he looked back at the dummy.

"Yeah, good luck with that." Tyrone said obviously not believing that there could be less deadly results. As Carnage watched the axe shatter he frowned as he examined the damage to the dummy. Without the axe in the way it was easy to see that the weapon had almost completely cleaved the dummy's head in half. He had been confidant a few seconds ago, but now that he was getting second thoughts.

Learning how to use this weapon of his would probably not be easy. Still, he didn't want to go back to the drawing board and the thought of giving up his new weapon made him hiss quietly in displeasure. As Black Cat returned her attention back to her magazine and Tandy groaned upon finding yet another jar of paste Carnage quickly created a few more axes. Carnage was going to figure out how to master this new skill of his if it was the last thing that he did, and once he had it mastered he couldn't wait to test it out the next time he saw some giant creature like the lizard…


'Come on where are the giant mutant animals when you need them?'

Carnage looked every bit like the frustrated man that he was as this lone thought of his bounced through his head. His claws clicked loudly against the stone head of the gargoyle that he was perched on as he glared down at the busy city street. It had been about three days since he discovered his axe powers and after practicing so much with them he was more than ready to test them out.

Unfortunately, he had yet to find any big bad guy to really try the skill out on. He hadn't seen the Lizard since the incident in the school, and he was pretty sure that he would only find him through blind luck or by having the Lizard seek him out himself. That would be OK if it wasn't for the fact that other than the Lizard Carnage didn't know who else to test the axes out on.

The muggers that he tangled with regularly could not be used to test out his new weapon. They were never hard to bring down so extra tricks were not needed, and honestly if he used the axes he would probably just end up killing them. Unfortunately (or fortunately depending on how you looked at it), the Lizard was the only real big bad guy that he had ever gone up against.

He supposed the superheroes that he occasionally ran into could take the axes, but he had no desire or need to go up against them. He only fought them to defend himself, and that was it. He wasn't going to run over to the guys who wanted to give him over to SHEILD just so he could test out a new technique. He wasn't stupid, and he wasn't suicidal. Carnage sighed as he looked down at the gargoyle that was underfoot.

"This city is seriously lacking in overgrown mutant killer animals." He told the statue.

Of course the statue didn't answer him not that he was exactly looking for an answer. He was talking just to vent and hear himself talk really. Carnage sighed as he continued to click his claws down on the stone statue's head. This whole searching thing was proving to be boring and fruitless. He was so bored that he was almost tempted to name all of the gargoyles that were attached to the building that he was sitting at just to pass the time. He was already toying with the idea of calling the gargoyle that he was sitting on Bruce. Carnage sighed again as he crossed his arms.

Honestly, he should just give up and go find some muggers to punch. Punching muggers was always fun. He stood up and was about to swing away, but before he could even make a single web the sound of an explosion stopped him in his tracks. He quickly looked over at where the noise had come from only to see smoke coming from a building. He could hear people screaming, and the sound of police sirens could be heard in the distance. Carnage stared at the smoke for a few seconds as he surpassed a shudder. He really hoped he wouldn't be going near fire today.

He gives the gargoyle that he is standing on a farewell pat on the wings before he says "Wish me luck."

He launches a web line at a nearby building and starts to swing his way over to where all the noise and smoke is coming from. When Carnage reached his destination parked himself on the roof of the building that was across from the smoking building and looked down at the chaos. The police were already there and they had the place surrounded. They all had their guns drawn out and pointed at a lone figure.

It wasn't anyone that Carnage had seen before. It looked like a robot to be honest. A robot that was completely silver with some sort of symbol on it. Carnage thought it was a nuclear symbol or something like that. He honestly didn't know. What he did notice was the man that the robot thing was holding. The man looked absolutely terrified, and he looked like he would rather be anywhere but there.

He was an older looking gentleman with graying hair and slightly wrinkled skin. All in all he looked like a man who had been at the wrong place at the wrong time. The smoking building looked to be some sort of diner or coffee house of some sort. He was leaning toward it being a coffee house since the sign over the door said it was called the Daily Grind, and that sounded like a coffee place sort of name to him. At any rate the building looked empty so Carnage decided it wasn't important and instead turned his attention back to the people gathered around on the street. Standing across from the robot man with a hostage was a very angry looking police woman. She had short blond hair, and she showed no fear as she glared at the robotic man.

"Ralph Roberts, let the man go." The woman ordered. "Now."

"Don't call me Ralph!" The man snapped. "I am Cobalt Man!"

His voice had the slightest hint of a robotic undertone to it, but it was most definitely human.

'There's a human in there?' Carnage thought.

Cobalt Man took a step back from the woman and dragged the scared man along with him.

"Fine, Cobalt Man then! I don't care what you call yourself just let the man go!" The woman snapped.

"No, I need him!" Cobalt Man shouted. "He can help me beat Iron Man!"

The man's response to this was too quit for Carnage to hear, but Cobalt Man's response was loud enough to be heard by everyone.

"You can! You work for him!"

Again the man's response was too quit to hear, but whatever he said had no effect on Cobalt Man.

"You can help." He stated firmly.

The way he said that left no room for argument, and it almost seemed like that to him just saying those words made them true. Carnage was getting the sudden feeling that this guy was slightly unhinged. Without warning the armored man turned on some sort of flying apparatus that was on his suit as he steadily started to rise up into the air.

The police looked like they really wanted to start shooting, but they didn't most likely due to the fear that they could possibly end up hitting the hostage. Carnage briefly thought of using a web to try and pull the guy out of Cobalt Man's arms, but that thought was quickly abandon. All that would accomplish was getting the man hurt. He needed to have Cobalt Man let go of the guy for at least a few seconds so that he could swing in and grab him.

'I wonder if an axe would work here?' Carnage thought as he created an axe with one of his tendrils.

The guy was rising up into the air pretty slowly, and he had his back to him so he had a pretty good target. Granted, he had never hit a moving target before, but the guy was moving slower than molasses in January so it didn't seem like a big deal.

'Worth a shot at any rate.' Carnage thought before he sent an axe flying toward Cobalt Man.

The sound of metal being hit was heard almost instantly, and Carnage could see a few sparks coming from the damaged part of the robotic suits pack. The flying apparatus started to sputter and short out, and that was enough to cause Cobalt Man to accidentally drop the guy that he was holding. Carnage launched himself off of the roof and toward the falling man.

Luckily, Carnage was able to grab him before he slammed into the ground. The second Carnage had the guy in his grip the man quickly wrapped his arms around Carnage's neck. His eyes were clenched shut and he was shivering slightly in fear. Carnage instantly felt bad for the guy. He was careful as he landed on the road and the second the man's feet touched the ground his eyes snapped open.

"You…" The man started to say before he fell silent.

Carnage just smiled and said "Hello, my name is Carnage and I will be your rescuer for today."

The lady cop rolled her eyes upon hearing that, but within a matter of seconds her eyes grew wide.

"Look out!" She shouted.

Unfortunately, her warning and Carnage's internal warning came a little too late. Once second Carnage was standing there and the next second he was being flung trough a glass window. Carnage winced as he slammed into a checkout counter. He was barely able given the time register the fact that he had been tossed into the smoking coffee house before something grabbed him by the throat and slammed him down onto the counter. The area was filled with smoke, but Carnage was able to make out the form of Cobalt Man glaring down at him.

"Why are you trying to stop me from beating Iron Man?" The guy hissed as he glared down at him.

Carnage's claws scraped uselessly against the metal that covered his hands as he croaked out "You have a bit of an Iron Man obsession."

Cobalt Man tightened his grip on Carnage's throat and Carnage instantly regretted saying that. He allowed his spikes to come out of his skin, but they harmlessly scrapped against the metal. They weren't quit sharp enough to puncture the metal. Cobalt Man had stilled for a moment when the spikes came out, but he continued his assault when he saw that they didn't damage him.

As the spikes slid back into his skin Cobalt Man punched him in the face. Carnage let out a choked hiss as he continued to try and get a grip on the man's armor. His claws continued to scrape against the metal unable to get a grip. However, that all changed when his hands found a grip in the deep slash that he left in the back of the armor. The metal let out a shriek of protest as it was slowly pulled off. Cobalt Man pulled back causing Carnage to lose his grip on the metal.

"What are you doing?!" The man shouted.

"Trying to open you up like the freaking tin can that you are! What do you think I'm doing?!" Carnage yelled out weakly.

His throat hurt enough that it sort of hurt to talk, but he couldn't worry about that now. The only way he was doing damage to this guy was by using an axe. If he could create deep enough cuts then he should be able to pry the armor off. He created a couple of axes and started swing away. The sound of his axes cutting into the metal was music to Carnage's ears. At first Cobalt Man seemed unsure of what to do, but without warning he grabbed one of his tendrils and yanked Carnage toward him.

Carnage had been surprised by this and hadn't been able to keep himself from being pulled forward. He was sucker punched in the face, and Carnage could admit without any hesitation that it had hurt like hell. He let out a loud shriek as he quickly yanked the tendril out of the man's hand.

"What's wrong? Can't take a little punch?" The man taunted.

Carnage didn't answer he just withdrew his tendrils and launched himself at the man. He made enough cuts in the armor he just needed to pull it off now. When Carnage slammed into him the man was thrown back a few steps. He tripped over the windowsill and they both went tumbling out the broken window and onto the sidewalk. Carnage's head smacked against the gray cement which caused him to winch, but he ignored the incoming headache in favor of digging his claws into one of the cuts that had been left in the armor and started to try and pull it open.

The metal started to bend open from the force while Cobalt man thrashed in his grip. They were in a pretty awkward angle, but the man was able to kick Carnage in the stomach. Carnage gasped at the hit before he let out an angry growl. He continued to pull at the metal that encased the man. Sometimes the metal would break off in his hands. Carnage would fling the broken pieces to the floor before he would continue to pry the man out of his metal suit. The guy thrashed and his grip and was able to land a few good hits on Carnage.

His jaw was aching, his stomach felt like it had been repeatedly hit by a truck, and it hurt to move his legs due to the fact that Cobalt Man had been kicking him there none stop. Still, Carnage didn't stop. He was sure that the suit that was giving the man the power to hit so hard, but Carnage didn't dedicate much brain power to that subject. He just concentrated on ripping the suit open. He could hear the police officers shouting around him, but he wasn't really hearing what they were saying. Eventually he was able to crack the suit open. Carnage didn't even take the time to relish the fact that he was finally able to crack the thing open.

Instead he just pulled the man out of the shattered armor and yelled out "I need some handcuffs here!"

The police instantly sprang into action. Carnage kept a tight grip on the man, but once about five cops had a grip on him he let go. He tried to stand up, but his legs hurt so much that he couldn't quit do it. Instead he stumbled over to a nearby wall and leaned up against it as he watched the cops cuff Cobalt Man and drag him toward one of the police cars that was sitting on the road.

"I'll get you freak!" Cobalt Man yelled out as he was shoved into a police car. "I'll find you!"

He was about to say more, but the officer that had put him into the back of the car just slammed the door shut in his face and cut him off. Carnage just sighed and closed his eyes. His bones ached and his throat hurt. He was thirsty and tired. He figured out that his axes worked great on an actual enemy, but the pain that he was in right now almost wasn't worth finding that out. For once Carnage could say that the fight hadn't been fun.

"Hey, you alright?" A woman asked.

Carnage opened his eyes to see the lady cop standing right in front of him. She was frowning and looked rather serious, but a touch of concern was shining through. His aching legs protested loudly when he shifted slightly so that he would be standing up a bit straighter. He thought of lying to her and telling her that he was fine, but he saw no point in lying.

"Everything hurts."

Her expression softened slightly as she said "I'm not surprised. Cobalt Man didn't hold back at all."

She sighed and asked "You want anything?"

"Water or pop. I just really want something to drink."

"You want something to eat too? I'm technically on my lunch break so I can get you something." The green eyed woman said.

He was a little hungry so the offer of food definitely sounded nice. Even if he wasn't hungry Carnage wasn't going to refuse free food. Still, he couldn't help but be slightly hesitant about taking the offer. The police had never done something like this for him. Not that he had ever given them a chance to, but the point still stands. The police had never done anything bad to him, but he always felt a little weary of them. Still, he wasn't getting any sense of danger from this woman. No bells were ringing, nothing was buzzing in his head, and no voices were yelling out 'danger, Will Robinson'. Still, he couldn't help but ask "Are you sure you don't mind miss?"

"Jean DeWolff not miss." She said. "You can call me DeWolff."

OK, last name basses then.

"Sorry." Carnage said slowly.

The woman ran a hand through her hair before she said "It's fine I'm not trying to put you on edge here."

She looked over at the destroyed coffee shop and frowned.

"I came here to get a bite to eat so dragging you along with me while I get some food isn't a big deal. You took care of a major headache for us at the department so getting you something to eat while you're hurting is the least I can do." She smiled slightly as she said "Just don't make me regret making the offer."

She may have been smiling, but she was dead serious when she said that. Carnage could probably rip her in half if he wanted to, and yet he still found her to be kind of intimidating. Carnage nodded and she relaxed by a tiny bit.

"Can you walk on your own?" She asked with a hint of concern in her voice.

He took a step toward her and his legs ached in protest. However, they didn't hurt as much now so he could walk on his own.

"I'll be fine." Carnage said.

She gave him a look that told him that she didn't quit believe that he was fine, but she said nothing. Instead she just walked over to one of the police cars that were parked on the road. When they reached her car Carnage just stared at it for a few seconds. This would be the first time that he had ever ridden in a car.

He must have been making a strange face or something because DeWolff asked "What's wrong?"

"Nothing." Carnage answered. "This is going to be the first time that I have ever been in a car."

DeWolff opened her mouth to say something, but quickly snapped it close without saying a word. Whatever she was going to say she obviously thought better of it. Instead she just got into the car and put her keys into the ignition. Carnage hesitated for a moment before he opened the car door and slid into the passenger seat. He closed the door and looked around.

He jumped though when he heard DeWolff say "Seat belt."

He glanced over at her only to see her staring right at him with a serious expression on her face. Needless to say Carnage didn't waste any more time putting his seat belt on after seeing that look.

Once the seat belt was snapped into place DeWolff asked "So what do you want?"

"Subs?" Carnage asked with some hesitation.

She was still giving him that serious look of hers so he looked away from her and murmured "I like subs."

He did like subs. They were sort of a comfort food for him, and they were his favorite food. Subs were the very first food that he ever had so maybe it wasn't surprising that they ended up being his favorite.

Carnage relaxed a little when he heard DeWolff say "I could go for some subs. I know this little hole in the wall place that we can go to that has good subs, but it's a little far from here."

"That's fine I don't mind a long drive."

DeWolff nodded as she pulled out of her parking space and started driving down the road. As they left Carnage could see a fire truck pulling up to the coffee shop obviously there to deal with any fires that Cobalt man may have started in there. Once the shop and the fire truck had disappeared from view Carnage asked a question that had been bugging him since he first heard Cobalt Man's rant.

"So why did Cobalt Man want the old guy?"

"Guy works in the technology department of Stark Industries. He helps design better cellphones, tablets, laptops, and things of that nature." DeWolff said.

Carnage frowned and asked "What does that have to do with Iron Man?"

"Other than him having some understanding of technology and working for the guy the man has next to nothing to do with Iron Man the superhero." DeWolff said. "Somehow our villain of the day got it in his head that since he works for Stark he must know something about the armor."

DeWolff frowned as she said "Of course he doesn't know anything, but Ralph wouldn't accept that fact."

DeWolff sighed as she said "This isn't our first run in with the guy. I think almost every superhero has clashed with him in some way."

"So what he's like the superhero initiation? Beat Cobalt Man and you are considered a superhero?" Carnage asked.

DeWolff chuckled a little before she said "It almost seems that way."

"So why is he obsessed with Iron Man?"

DeWolff shrugged before she said "I don't know. Does it matter?"

"Probably not." Carnage said.

Carnage glanced out the window and watched the world pass them by, but he snapped his eyes back over to DeWolff when he heard her ask "Since I answered all of these questions for you do you mind if I ask some in return?"

Carnage shook his head to show that he didn't mind, and DeWolff wasted no time in asking her first question.

"So what are you anyway?"

"I'm a symbiote. I think."

"You think?"

"It's what I have heard some people call me so I'm assuming that's what I am." Carnage said.

"So in other words you really don't know what you are." DeWolff said.

Carnage just shrugged. He thought of himself as a symbiote so as far as he was concerned he was one. It wasn't a subject that he thought of much. There was a chance that he wasn't one, but those SHIELD agents had been pretty dang sure that was what he was when they tried to fill him full of holes. There was a chance that he wasn't a symbiote, but honestly did it matter if he was or wasn't one? He didn't think knowing what he really was would change anything.

DeWolff was quite for a moment before she asked "So why do you help people?"

She sounded generally curious when she asked that question. Carnage shrugged yet again before he said "I don't like seeing innocent people who have done nothing wrong get hurt."

He looked away from the woman and out the window as he said "I also think people who go out of their way to attack people who can't defend themselves are the worst."

To be specific he thought people who attacked or killed others who couldn't protect themselves as week and cowardly, but he didn't bother to say that out loud. Instead he just said "Besides if I can help people then I should at least try to help."

"With great power comes great responsibility?" She asked with the slightest of smiles.

The phrase bounced around in Carnage's head the second it came out of DeWolff's mouth, and it made him frown slightly. It sounded slightly familiar somehow like he had heard someone say it before. However, Carnage ultimately decided that it was probably just a generic saying or piece of advice that was heard often like don't judge a book by its cover or don't count your chickens before they hatch. It was a nice little saying through. Still, Carnage couldn't stop himself from revising the saying a little bit.

"Sometimes I think it's more of a case that with great power comes great guilt."

DeWolff was quit for a moment and for a second Carnage wondered if he said the wrong thing. However, he relaxed a little when he heard the woman say "I can get that."

Carnage didn't know if she actually could get that, but she sounded like she did. Silence fell upon them, but Carnage had one more thing to say before he would allow the silence to stay.

"You are pretty calm about me." DeWolff glanced over at him and Carnage said "Most people aren't comfortable around me at first, and you are the very first person to offer me a ride in their car."

What he said was true. Granted, not everyone acted uncomfortable around him when they first saw him so DeWolff wasn't a special case. Black Cat didn't care what he looked or sounded like from day one, and after getting over his surprise at seeing Carnage at his school Harry was pretty calm about him as well. Tyrone and Tandy hadn't been as calm at first, but considering the situation that they first meet it was to be expected.

The normal people that he rescued were starting to get used to him and his presence ever since the city as a whole started to figure out that he was there to help. Still, the few times that he interacted with cops they always seemed to be a little wary of his presence. The lady cop at the burning apartment building had spoken to him, but for the most part cops never spoke to him.

DeWolff smirked as she said "Kid, I live in a world where billionaires are in superhero teams, people can be born with superpowers, a guy dressed up in red pajamas with horns is running around in Hell's Kitchen, and Norse gods treat New York City like a personal playground. Nothing surprises me much anymore, and you aren't the weirdest thing that I have had to deal with."

She said nothing more after that, and Carnage figured nothing else needed to be said. The rest of the car ride was silent, but it was a comfortable silence. Every once in a while someone who was driving by them would casually look at the police car only to do a double take when they saw Carnage. Carnage would always just smile at them and wave like him taking a ride in a police car was a regular occurrence. Most people would just continue to stare, but a few would wave back all while looking confused as ever. Carnage had to admit that it was pretty amusing.

Eventually, they reached their destination. Carnage was more than content to wait outside, but DeWolff had other plans. She held the door open and looked at him as she asked "Well, are you coming in or are you going to stand there all day?" "Am I even allowed in?" Carnage asked. He had never been inside a restaurant before. Heck, the only building that he had ever been in that wasn't on fire or abandoned was a school.

"Just get in." DeWolff said.

Carnage quickly scurried inside and started to look around. It looked like a regular mom and pop place. The signs hanging above the resistor listed the large verity of subs that he they had, but it also had other things like chili and chicken wings. The elderly woman behind the counter had been surprised to see Carnage, but within a matter of seconds the woman was smiling and happily chatting to Carnage like he was a regular that she liked.

According to her Carnage saved her grandson from a mugging. Carnage already knew what he wanted, and as DeWolff figured out what she wanted the old woman behind the register told Carnage that he could have free spaghetti on spaghetti Wednesday for the rest of his life.

Evidently, it was her way of paying him back for saving her grandson. All Carnage knew was that he was totally taking advantage of this gift. Having a place that he could go to every Wednesday to get free dinner made his life a little bit easier. Carnage leaned up against the wall and smiled a little as he watched DeWolff place their order. His arms and legs still hurt and he had another villain on his list that wasn't found of him which sucked.

However, he was able to test out his axes, he now gets free spaghetti every Wednesday, he got free food today, and he got to ride around in a car for the first time in his life. As far as he was concerned the good outweighed the bad. As DeWolff handed him a bottle of orange soda that he asked for Carnage couldn't help but think that he wouldn't mind if she ran into DeWolff again even if she was a little intimidating…


Info time!

Paste Pot Pete: This is the name that the Trapster used to go by. Of course he doesn't use the name, but it doesn't stop people (mostly heroes) from calling him by his old name. He hates it when people use his old name.

Axes for Carnage: For anyone wondering why Carnage has not tried forming axes over his hands like he can in the comics that is due to the fact that he will be learning the skill in a latter chapter. I was originally planning on having it in this chapter, but I suddenly got a good idea for it for a future chapter so that's why it didn't happen here.

Spider-Man and His Amazing Friends: This is the name of a Spider-Man cartoon from the 80's. The team from that show was actually called the Spider Friends and the people in the team were Spider-Man, Firestar, and Iceman. This is where Firestar originally came from by the way.

Bruce the gargoyle: Reference to the 90's Spider-Man cartoon where he called a gargoyle Bruce. Pretty sure that the cartoon Bruce was a reference to Batman.

Cobalt Man: This is an actual super villain from the comics who is obsessed with beating Iron Man. He has clashed with other heroes though.

Jean DeWolff: She will be based off of her 616 counterpart and not the Ultimate comics one. Not sure how much I'm going to have her show up, but she will probably pop up from time to time.

With great power comes great guilt: Sort of a couple reasons why I stuck this in here. Carnage was slightly joking when he said it, but for a few situations in this story the possibility of feeling guilty is one of the things that either makes him take action or stops him from killing anyone. As such he would find some truth in these words.

As for the origin of the saying it's actually something Miguel O'Hara says in Spider-Man 2099 comics when he first hears the 'with great power' speech. Upon reading it I thought it was a saying that Carnage would find some truth in, but unlike how Miguel first thought the Uncle Ben saying was rubbish Carnage would probably think it was a nice little saying. Not that he would think much beyond that. It's through Peter's sheer force of will that the saying even sounds vaguely familiar to him now.

Anyway, that was chapter 10. I'll try and get the next chapter up as soon as possible so please review and don't flame.